EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between
Park City Group, Inc., a Delaware corporation (the "Company") and Randall K.
Fields ("Employee"), effective January 1, 2005.

                                    Recitals:

         A.       Employee is employed by and provides sales and management
                  services to the Company.

         B.       This Agreement is made to protect the Company's legitimate and
                  legally protectible property and business interests.

         C.       This Agreement is entered into as a term and condition of
                  Employee's employment with the Company.

         D.       This Agreement amends and replaces that certain Employment
                  Agreement between the parties hereto dated July 1, 2003.

                                   Agreements:

         NOW, THEREFORE, in consideration of the mutual covenants and promises
contained in, and the mutual benefits to be derived from this Agreement, and for
other good and valuable consideration, the Company and Employee agree as
follows:

         1.       Employment.

         The Company hereby employs Employee, and Employee hereby accepts such
         employment, on the terms and conditions of this Agreement.

         2.       Term of the Employment.

         The employment of Employee by the Company will continue pursuant to the
         terms of this Agreement as of January 1, 2005 and end on the 30th day
         of June, 2008 (the "Initial Term"), unless sooner terminated pursuant
         to the terms hereof or extended at the sole discretion of the Company's
         Board of Directors. The Initial Term and any subsequent terms will
         automatically renew for additional one year periods unless, six months
         prior to the expiration of the then current term, either party gives
         notice to the other that the Agreement will not renew for an additional
         term. In the event of such written notice being timely provided by the
         Company, Employee shall not be required to perform any responsibilities
         or duties to the Company during the final two months of the
         then-existing term. In such event, the Company will remain obligated to
         Employee for all compensation and other benefits set forth herein and
         in any written modifications hereto.

         3.       Duties.

                  (a) General Duties. Employee shall be employed as the Sales
         Department Manager of the Company, and shall have such duties,
         responsibilities and obligations as are established by the Bylaws of
         the Company or are generally required of persons employed in similar
         positions.

                  (b) Performance. To the best of his ability and experience,
         Employee will at all times loyally and conscientiously perform all
         duties, and discharge all responsibilities and obligations, required of

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         and from him pursuant to the express and implicit terms hereof, and to
         the reasonable satisfaction of the Company. Employee shall devote as
         much of his time, energy, skill and attention to the business of the
         Company, and the Company shall be entitled to all of the benefits and
         profits arising from or incident to all such work, services, and advice
         of Employee rendered to the Company.

                  (c) Company Directorship. Employee shall be elected to the
         position of director and shall serve on the Company's Board of
         Directors during his term of employment as Chairman.

                  (d) Other Directorships and Businesses. During the term of his
         Employment, Employee may serve on the boards of directors or on
         advisory boards of other companies or engage in other business
         relationships, so long as such service does not interfere or conflict
         with the performance of Employee's duties hereunder, and provided
         further that Employee will not serve on the boards of directors or on
         advisory boards of companies which are direct competitors of the
         Company.

                  (e) Outside Activities. Nothing in this Agreement shall
         prohibit Employee from directing his personal investments or accepting
         speaking or presentation engagements in exchange for honoraria, or from
         rendering services to, or serving on boards of, charitable
         organizations, so long as such activities do not interfere or conflict
         with the performance of Employee's duties hereunder.

         4.       Compensation and Benefits.

                  (a) Salary. The Company shall pay to Employee an annual base
         salary of $50,000 ("Annual Base Salary"). The Annual Base Salary, which
         shall be pro-rated for any partial employment period, will be payable
         in equal bi-weekly installments or at such other intervals as may be
         established for the Company's customary payroll schedule, less all
         applicable federal, state and local income and employment tax
         withholdings required by law.

                   (b) Other Benefits. The Company acknowledges that the
         Employee conducts a considerable amount of business activities from
         Employee's personal residence. Accordingly, the Company shall pay the
         costs of maintaining a telephone line and system for business use,
         along with related costs, at the Employee's residence. In addition, the
         Company shall also provide the Employee with a computer and other
         equipment deemed necessary for the Employee to conduct necessary
         business activities from Employee's personal residence

                           The Company also acknowledges that the Employee's
         secretary performs limited personal accounting and other related
         services for the Employee. The Company hereby authorizes such
         activities so long as they do not interfere with Employee's secretary
         services to the Company. Should Employee retain someone else to perform
         personal accounting services, the Company shall bear the cost of such
         services.

                  (c) Benefit and Stock Option Plans. Employee shall be entitled
         to participate, to the extent of Employee's eligibility, in any
         employee benefit and stock option plans made available by the Company
         to its employees during the term of this Agreement. In addition, at no
         cost to Employee, Company will provide Employee, and his immediate
         family members , coverage under a health and dental insurance plan
         during the term of Employee's employment and any applicable COBRA
         coverage period.

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                  (d) Vacations, Holidays, etc. Employee shall have four (4)
         weeks paid vacation and twelve (12) days sick leave during each year he
         is employed.

                  (e) Indemnification; D&O Insurance. The Company shall
         indemnify the Employee to the fullest extent of that which is available
         under Chapter 78 of the Nevada Revised Statutes, and shall provide
         director's and officer's insurance with such coverages, in such amounts
         and from such insurers as constitutes good practices by comparable
         companies in the same business as the Company. Such insurance shall
         provide defense and coverage obligations for any claim arising out of
         Employee's acts or omissions committed during the Initial Term or any
         subsequent term hereof, regardless of when such claims are asserted.

                  (f) Incentive Bonus. An incentive bonus, based upon the
         Company's achievement of performance goals shall be paid to Employee.
         The goals will be pre-determined each year by the Compensation
         Committee of the Board of Directors in discussion with Employee.

                  (g) Travel and Business Expense Reimbursement. The Company
         shall promptly reimburse Employee for all of his reasonable business
         expenses.

         5.       Proprietary Information.

                  (a) Obligation. Employee shall not disclose, publish,
         disseminate, reproduce, summarize, distribute, make available or use
         any Proprietary Information, except in pursuance of Employee's duties,
         responsibilities and obligations under this Agreement and for the
         benefit of the Company.

                  (b) Definition. As used in this Agreement, "Proprietary
         Information" means information that is (i) designated as
         "confidential," "proprietary" or both by the Company or should have
         been known to be "confidential" or "proprietary" to the Company from
         the nature of the information or the circumstances of its disclosure,
         and (ii) has economic value or affords commercial advantage to the
         Company because it is not generally known or readily ascertainable by
         proper means by other persons. By way of illustration, Proprietary
         Information includes but is not limited to information relating to the
         Company's products, services, business operations, business plans and
         financial affairs, and customers; any application, utility, algorithm,
         formula, pattern, compilation, program, device, method, technique,
         process, idea, concept, know-how, flow chart, drawing, standard,
         specification, or invention; and any tangible embodiment of Proprietary
         Information that may be provided to or generated by Employee.

                  (c) Return upon Termination. Upon the termination of this
         Agreement for any reason, and at any time prior thereto upon request by
         the Company, Employee shall return to the Company all tangible
         embodiments of any Proprietary Information in Employee's possession,
         including but not limited to, originals, copies, reproductions, notes,
         memoranda, abstracts, and summaries.

                  (d) Ownership. Any Proprietary Information developed or
         conceived by Employee during the term of this Agreement shall be and
         remain the sole property of the Company. Employee agrees promptly to
         communicate and disclose all such Proprietary Information to the
         Company and to execute and deliver to the Company any instruments
         deemed necessary by the Company to perfect the Company's rights in such
         Proprietary Information.

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         6.       Termination of Employment.

                  (a) Additional Definitions. For purposes of this Agreement,
         the following terms shall have the meanings assigned below:

                           (i) "Cause" means (A) conviction of a crime involving
                  moral turpitude, or (B) a determination by the Board of
                  Directors of the Company in good faith that Employee [1] has
                  failed to substantially perform his duties in his then current
                  position, [2] has engaged in grossly negligent, dishonest or
                  unethical activity, or [3] has breached a fiduciary duty or a
                  covenant hereunder, including without limitation the
                  unauthorized disclosure of Company trade secrets or
                  confidential information, resulting in material loss or damage
                  to the Company.

                           (ii) "Change in Control of the Company" means a
                  change in control of a nature that would be required to be
                  reported in response to Item 6(e) of Schedule 14A of
                  Regulation 14A promulgated under the Securities Exchange Act
                  of 1934 (the "Exchange Act"), if the Company were subject to
                  such reporting requirements; provided that, without
                  limitation, such a change in control shall be deemed to have
                  occurred if any "person" (as such term is used in paragraph
                  13(d) and 14(d) of the Exchange Act) who on the date hereof is
                  not a director or officer of the Company, is or becomes the
                  "beneficial owner" (as defined in Rule 13d-3 under the
                  Exchange Act), directly or indirectly, of securities of the
                  Company representing 30% or more of the combined voting power
                  of the Company's then outstanding securities.

                           (iii) "Determination Date" means (A) if Employee's
                  employment is terminated by his death, the date of his death,
                  (B) if Employee's employment is terminated by reason of
                  Disability, thirty (30) days after Notice of Termination is
                  given, provided that Employee shall not have returned to the
                  performance of his duties during such thirty (30) day period,
                  (C) if Employee's employment is terminated by reason of a
                  Change in Control of the Company, the date specified in the
                  Notice of Termination, (D if Employee's employment is
                  terminated for Cause by reason of conviction of a crime
                  involving moral turpitude, the date on which a Notice of
                  Termination is given, or (E) if Employee's employment is
                  terminated for Cause for a reason other than specified in (D),
                  thirty (30) days after Notice of Termination is given,
                  provided that Employee shall not have cured the reason for
                  such Cause during such thirty (30) day period.

                           (iv) "Disability" means (A) Employee's inability, by
                  reason of physical or mental illness or other cause, to
                  perform Employee's duties hereunder on a full-time basis for a
                  period of twenty-six (26) consecutive weeks, or (B) in the
                  discretion of the Board of Directors, as such term is defined
                  in any disability insurance policy in effect at the Company
                  during the time in question.

                           (v) "Good Reason" means a failure by the Company to
                  comply with any material provision of this Agreement which has
                  not been cured within ten (10) days after notice of such
                  noncompliance has been given by Employee to the Company.

                           (vi) "Notice of Termination" means a notice which
                  shall indicate the specific termination provision in this
                  Agreement relied upon and shall set forth in reasonable detail
                  the facts and circumstances claimed to provide a basis for
                  termination under the provision so indicated. Any termination
                  of Employee's employment by the Company or by Employee (other
                  than termination pursuant to subsection 6(b) hereof) shall be
                  communicated by written Notice of Termination to the other
                  party hereto.

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                  (b) Termination on Employee's Death. Employee's employment
         hereunder shall terminate upon Employee's death. Upon such termination,
         Employee's representative or estate shall be entitled to receive only
         the compensation, benefits and reimbursement earned or accrued by
         Employee under the terms of his employment prior to the Determination
         Date, but shall not be entitled to any further compensation, benefits,
         or reimbursement subsequent to such date.

                  (c) Termination By The Company for Employee's Disability.
         Employee's employment hereunder may be terminated without breach of
         this Agreement upon Employee's Disability, upon written Notice of
         Termination from the Company to Employee and Employee's failure to
         return to the performance of his duties as provided in Section
         6(a)(iii)(B) hereof. Employee shall receive full compensation,
         benefits, and reimbursement of expenses pursuant to the terms of his
         employment from the date Disability begins until the Determination Date
         specified in the Notice of Termination given under this section, or
         until Employee begins to receive disability benefits pursuant to a
         Company disability insurance policy, whichever occurs first.

                  (d) Termination By The Company For Cause. Employee's
         employment hereunder may be terminated without breach of this Agreement
         for Cause, upon written Notice of Termination from the Company to
         Employee and Employee's failure to cure such Cause as provided in
         Section 6(a)(iii)(E) hereof. If Employee's employment is terminated for
         Cause, the Company shall pay Employee his full Annual Base Salary
         accrued through the Determination Date, and the Company shall have no
         further obligation to Employee under this Agreement for other
         compensation or benefits accrued but unpaid prior to the Determination
         Date.

                  (e) Termination On Change of Control of the Company.
         Employee's employment hereunder may be terminated without breach of
         this Agreement at any time within twelve months following a Change in
         Control of the Company at the election of the Employee. If the
         Employee's employment pursuant to this Section 6(e) is terminated,
         Employee shall be entitled to receive the compensation, benefits and
         reimbursement earned or accrued by Employee under the terms of his
         employment prior to the Determination Date, including any incentive
         bonus. In addition, Employee shall receive as a severance payment the
         balance of Employee's compensation through the end of the then current
         term of this Agreement. Also, upon Employees termination in connection
         with this Section 6(e), Employee shall be entitled to an annual bonus
         for the remaining period of this contract equal to the bonus due to
         Employee for the immediately preceding fiscal year. Employee's
         employment hereunder may not be terminated by the Company following a
         Change in Control of the Company without it being a breach of this
         Agreement.

                  (f) Termination by Employee. Employee may terminate his
         employment hereunder for Good Reason or if his health should become
         impaired to an extent that makes his continued performance of his
         duties hereunder hazardous to his physical or mental health or his
         life, provided that Employee shall have furnished the Company with a
         written statement from a qualified doctor to such effect and, provided
         further, that, at the Company's request, Employee shall submit to an
         examination by a doctor selected by the Company and such doctor shall
         have concurred in the conclusion of Employee's doctor. If Employee
         shall terminate his employment pursuant to this Section 6(f), Employee
         shall be entitled to receive the following:

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                           (i) the compensation, benefits and reimbursement
                  earned or accrued by Employee under the terms of his
                  employment prior to the Determination Date, including any
                  incentive bonus,

                           (ii) if Employee shall terminate his employment for
                  Good Reason consisting of the Company's material breach of
                  this Agreement, severance, including bonuses, as defined in
                  Section 6 (e) shall be due and payable to Employee.

         7.       Miscellaneous.

                  (a) Severability. If any provision of this Agreement is found
         to be unenforceable by a court of competent jurisdiction, the remaining
         provisions shall nevertheless remain in full force and effect.

                  (b) Notices. Any notice required or permitted hereunder to be
         given by either party shall be in writing and shall be delivered
         personally or sent by certified or registered mail, postage prepaid, or
         by private courier, or by facsimile or telegram to the party to the
         address the party may designate from time to time. A notice delivered
         personally shall be effective upon receipt. A notice sent by facsimile
         or telegram shall be effective 24 hours after the dispatch thereof. A
         notice delivered by mail or by private courier shall be effective on
         the 3rd day after the day of mailing. A copy of notices given hereunder
         will be delivered or sent to the following persons and addresses (or
         such other address as designated from time to time):

                  (c) Attorney's Fees. In the event of any action at law or
         equity to enforce or interpret the terms of this Agreement, the
         prevailing party shall be entitled to reasonable attorneys' fees and
         court costs in addition to any other relief to which such party may be
         entitled.

                  (d) Governing Law. This Agreement shall be interpreted,
         construed, governed and enforced according to the laws of the State of
         Utah. If any provision of this Agreement is determined by a court of
         law to be illegal or unenforceable, then such provision will be
         enforced to the maximum extent possible and the other provisions will
         remain in full force and effect.

                  (e) Successors and Assigns. The rights and obligations of the
         Company under this Agreement shall inure to the benefit of and shall be
         binding upon the successors and assigns of the Company. This Agreement
         is for the unique personal services of Employee, and Employee shall not
         be entitled to assign any of his rights or obligations hereunder.

                  (f) Entire Agreement. This Agreement constitutes the entire
         agreement between the parties with respect to the employment of
         Employee. This Agreement can be amended or modified only in a writing
         signed by Employee and an authorized representative of the Company.

                  (g) Signature by Facsimile and Counterpart. This Agreement may
         be executed in counterpart, and facsimile signatures are acceptable and
         binding on the parties hereto.

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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and signed as of the day and year first above written.


"Company"                                         "Employee"

PARK CITY GROUP, INC., a Delaware corporation


By:__________________________________________     ______________________________
Name:________________________________________     Name:  Randall K. Fields
Title:_______________________________________

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